This Agreement ("Agreement") is made and entered into as of the Effective Date by and between Shunt Spot a [State of Incorporation] limited liability company ("Shunt Spot," "Company," "we," "our," or "us"), and the User accessing or using the Service ("User," "you," or "your").

WHEREAS, Shunt Spot operates a technology platform that facilitates connections between shippers, carriers, drivers, and yard spotters for short-haul transportation services; and

WHEREAS, the User desires to access and use the Service subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

2. SERVICE DESCRIPTION

Shunt Spot operates a neutral technology platform that facilitates connections between Shippers, Carriers, Drivers, and Spotters for short-haul transportation services within a defined service area, typically within a 149-mile radius. Shunt Spot is not a transportation provider, freight broker, freight forwarder, or warehouse. The Service merely facilitates communication and potential business relationships between Users. Shunt Spot does not employ drivers, own or operate transportation vehicles, or assume any responsibility for the actual transportation of goods.

3. INTELLECTUAL PROPERTY

3.1 Ownership

All intellectual property rights in the Service, including but not limited to software, algorithms, designs, data, and trademarks, belong exclusively to Shunt Spot. Users are granted a limited, revocable, non-exclusive, non-transferable license to use the Service solely as permitted herein.

3.2 Data Ownership

Shunt Spot owns all data related to platform usage, including transaction data, user activity, system logs, and aggregated data. Users retain ownership of their pre-existing business information (e.g., company name, contact details). Users hereby grant Shunt Spot a non-exclusive, perpetual, irrevocable, worldwide license to use, process, and analyze all data generated through the use of the Service for the purposes of providing and improving the Service, marketing, analytics, and legal compliance.

3.3 Restrictions

Users shall not:

4. NON-CIRCUMVENTION AND NON-COMPETE

4.1 Non-Circumvention

Users are strictly prohibited from circumventing the Service by directly contacting or engaging with other Users (Shippers, Carriers, Drivers, or Spotters) identified through the Service for the purpose of arranging transportation services outside of the platform for a period of twenty-four (24) months following the User’s last use of the Service. This prohibition extends to any attempt to avoid paying fees or commissions to Shunt Spot.

4.2 Non-Compete

Users agree not to develop, operate, or assist any competing platform that provides yard spotting, short-haul shuttle, or drayage services for twenty-four (24) months after their last use of Shunt Spot, LLC.

4.3 Enforcement

Any violation of Section 4.1 or 4.2 shall constitute a material breach of this Agreement and entitle Shunt Spot to:

5. GPS TRACKING AND USER-INPUTTED DATA DISCLAIMER

5.1 GPS Tracking

Shunt Spot does not guarantee the accuracy of GPS data, driver locations, or tracking information. The platform collects GPS information for operational purposes, but Users acknowledge that GPS errors, delays, or inaccuracies may occur, and Shunt Spot is not liable for any consequences arising from such issues.

5.2 User-Inputted Data

Users may input manual data, notes, or free-text fields in the platform. Shunt Spot does not verify, endorse, or assume responsibility for any information entered by Users. Users are fully responsible for ensuring the accuracy and legal compliance of their own data.

6. FEES AND PAYMENT

6.1 Carrier Rates

Carriers set their own rates, and Shunt Spot does not control or dictate pricing. Users are responsible for confirming rates with the Carrier before engaging services.

6.2 Payment Processing

Payments for services rendered through the Service will be processed via [Specify Payment Processor - e.g., Stripe, PayPal]. Users agree to provide accurate and current payment information and authorize Shunt Spot to charge their account for all applicable fees. Funds will be transferred to the Carrier upon successful completion of the Task and confirmation by the Shipper, according to the terms of the agreement between the Shipper and Carrier.

6.3 Service Fee

Shunt Spot will collect a service fee for each transaction conducted through the platform. The current service fee structure is available at [Link to Fee Schedule]. Shunt Spot reserves the right to modify its service fee structure at any time.

6.4 Cancellation Fees

6.5 No Refunds

All payments are final and non-refundable, except in cases of documented billing errors at the sole discretion of Shunt Spot.

7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

7.1 No Warranty

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SHUNT SPOT DOES NOT WARRANT THE QUALITY, SUITABILITY, SAFETY, OR LEGALITY OF ANY SERVICES PROVIDED BY USERS CONNECTED THROUGH THE SERVICE. SHUNT SPOT DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF ANY INFORMATION PROVIDED BY USERS. SHUNT SPOT, LLC ACTS SOLELY AS A NEUTRAL PLATFORM CONNECTING USERS AND MAKES NO WARRANTIES REGARDING THE PERFORMANCE OR OUTCOME OF ANY TRANSACTIONS.

7.2 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, SHUNT SPOT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SHUNT SPOT, LLC ACTS SOLELY AS A NEUTRAL PLATFORM, CONNECTING USERS, AND DOES NOT PROVIDE TRANSPORTATION SERVICES, OUR LIABILITY IS STRICTLY LIMITED. SHUNT SPOT’S TOTAL LIABILITY TO ANY USER FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY THE USER TO SHUNT SPOT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7.3 No Liability for Third-Party Actions

Shunt Spot is not liable for the actions or omissions of any third parties, including Carriers, Shippers, Drivers, or Spotters, even if such parties were connected through the Service. We do not vet or guarantee the qualifications, safety, insurance coverage, or reliability of any third party. Users acknowledge and agree that they are solely responsible for conducting their own due diligence regarding other Users. Shunt Spot is not responsible for any disputes, claims, losses, injuries, or damages arising from the interactions or transactions between Users.

8. SAFETY AND RESPONSIBLE USE

Safety is a top priority. Users must follow all safety protocols and regulations while using Shunt Spot.

8.1 Prohibited Use While Operating

Users MAY NOT interact with the app while driving, operating machinery, or walking in high-risk areas.

8.2 Prohibited Use While Impaired

Users may NOT use the app while under the influence of drugs, alcohol, or any impairment-inducing substance. Carriers must ensure Drivers are sober and alert before assigning jobs.

8.3 No Liability for Unsafe Use

Shunt Spot is not responsible for accidents, injuries, or damages caused by misuse of the platform. Users assume full legal responsibility for safe usage.

9. INDEMNIFICATION

10. USER REPRESENTATIONS AND WARRANTIES

11. INSURANCE REQUIREMENTS (CARRIERS)

[If applicable, specify the insurance requirements for Carriers.]

12. BACKGROUND CHECKS

[Specify whether you conduct background checks and, if so, your compliance with the Fair Credit Reporting Act (FCRA). If not, include a disclaimer.]

13. DISPUTE RESOLUTION

13.1 Informal Dispute Resolution

[Outline a process for informal dispute resolution before arbitration.]

13.2 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement, including the interpretation, validity, enforceability, or breach thereof, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association in New York, NY, in accordance with its Commercial Arbitration Rules.

13.3 Class Action Waiver

Users expressly waive any right to participate in a class action lawsuit or class-wide arbitration against Shunt Spot.

14. FORCE MAJEURE

[Include a force majeure clause addressing events beyond Shunt Spot's control.]

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law.

16. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

17. AMENDMENT

Shunt Spot reserves the right to amend this Agreement at any time by posting the revised terms on the Service. Shunt Spot will provide reasonable notice to Users of any material changes to this Agreement. User's continued use of the Service following the posting of any revised terms constitutes User's acceptance of the amended Agreement.

18. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

19. WAIVER

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.